Consultant Therapist Agreement

This Consultancy Agreement has been set up to help protect the interests of: The Therapy Agency ('TTA'), The Complementary Therapist ('Consultant'), and Users of The Therapy Agency Service ('TTA Service'). It forms one part of the total agreement and Terms and Conditions of The Therapy Agency, and may be updated from time to time without notice. This agreement includes: Terms and Conditions of Site & Service Use ; Privacy Policy ; Therapist Codes of Ethics and Practice.

AGREEMENT made is between:

Parlour Ltd, trading as The Therapy Agency ('TTA') on its own behalf and on behalf of its subsidiaries and affiliates in England and Wales, whose registered office is at 16 Mays Lane, Reading, RG6 1JX: and

The Consultant ('Therapist', 'Registered Therapist').

NOW THEREFORE, in consideration of the terms and conditions
contained herein, the parties hereto agree as follows:

1.1. TTA hereby engages the Consultant as an independent contractor, and the Consultant accepts such engagement and agrees to provide any goods or advice or perform the services (“Services”) for TTA described in Exhibit A attached hereto, all in accordance with the terms of this Agreement. Nothing herein shall be construed to be an offer of employment to, or an employment contract with, any person and neither party wishes to create or imply any mutuality of obligation between themselves. The only persons performing the Services on the Consultant's behalf are specified on Exhibit A or as agreed between the parties in writing. Neither party shall be entitled to enter into agreements on behalf of the other. The Consultant shall not hold themselves out as an employee of TTA. The Consultant shall account for any income tax, value added tax and national insurance contributions to the appropriate authorities.

1.2. Subject to the restrictions and other obligations of the Consultant contained in this Agreement, nothing in this Agreement shall prevent the Consultant from engaging in other consultancy activities or in part-time employment with other companies without conflict to Section 8, or by virtue of performing it shall be taken as creating a relationship of employer to employee, partnership or joint venture between (a) the Contractor and/or any of its personnel and (b)TTA.

1.3. The Consultant understands that between assignments, there may be long periods where there will not be work available and agree:

1.3.1. that suitability shall be determined solely by TTA

1.3.2. that TTA shall incur no liability towards the Consultant should it fail to offer opportunities to work.

1.3.3. that there are no basic hours of work, and that there is no obligation for TTA to provide the Consultant with work.

1.4. The Consultant is not obliged to accept work offered by TTA, but if assignments are accepted, during every assignment and afterwards, as appropriate, the Consultant will:

1.4.1. ensure they arrive at the venue in ample time to perform all duties in relation to the assignment, and not leave the venue until all tasks are completed.

1.4.2. co-operate with the Client and Client's staff and accept the direction, supervision and instruction of any responsible person in the Client's organisation.

1.4.3. observe any rules and regulations of the client's establishment to which attention has been drawn or which the Consultant might reasonably expect to ascertain.

1.4.4. not engage in any conduct detrimental to the interests of the Client or TTA.

1.4.5. operate in a professional manner at all times.

1.4.6. not smoke, drink alcohol, or partake in any other banned substance whilst travelling to, from, or on location with any Client, nor whilst in uniform at any time. The drinking of pure fresh water however is encouraged.

1.4.7. inform TTA of any difficulties in attendance, however, it remains the responsibility of Contractor to find a suitable replacement, and any costs incurred in the placement of said replacement, who must also agree to all Terms of Engagement applicable to Contractors of TTA. Where a suitable replacement cannot be found, the Contractor remains liable for all costs associated with the placement.

1.5. Any Contractor found to be acting fraudulently, or perceived to be acting fraudulently (for example by accepting false payment details, by encouraging fraudulent behaviour in others, ...) may have any remuneration withheld and any costs or backdated commission payment sought. The Consultant will also be held responsible for any associated additional costs or charges incurred as applicable.

1.6. Before confirming any new placement or engagement with TTA or the Client, Contractor must ensure full satisfaction with terms and remuneration, as mistakes cannot be rectified after confirmation or acceptance by action of Contractor. Where errors or omissions are later noted, Contractor or TTA must inform the other party immediately, so that reasonable steps can be taken where reasonably possible, to rectify any errors or omissions, prior to placement or engagement by Contractor.

2. Term

2.1. The term of this Agreement shall commence on the date of this Agreement and shall, unless terminated earlier as provided herein, continue for the term specified in Exhibit A or until the Services are performed in full. All Services shall be completed (including the output from the Services specified in Exhibit A) by the Consultant by the end of the term specified in Exhibit A. TTA may unilaterally terminate this Agreement with or without cause at any time during the term hereof upon written notice to the Consultant. In the event of termination before the Services are completely performed, TTA shall, unless Exhibit B otherwise provides, reimburse the Consultant for a percentage of the Fees equal to the percentage completion of the Services (including the outputs specified in Exhibit A) as such completion is determined by TTA acting reasonably.

3. Registration

3.1. As well as being able to browse TTA Service like any non-registered visitor, Registered Therapists who have completed the application process successfully, and who have activated their online account, should, where available:

3.1.1. Receive, read and act upon where necessary, emailed messages, which will be sent to the email address contained in Your Details (which are provided during the Application Process and may be updated subsequently).

3.1.2. Opt to receive additional emails selected during the Online Registration process (as added to, or de-selected, subsequently), such as notification about current news items, changes in policies, or general interest items.

3.1.6. Receive confidential personal contact information of new Clients, for the Consultant, to investigate, and within three days of a client's initial booking arrange session times and dates with said Clients personally where appropriate.

3.1.7. Update confidential session notes about each Client after each session.

3.1.8. View diary bookings for business Therapy Days only in branch locations to which the Therapist has been assigned.

3.1.9. View confidential consultation records to Clients only to whom the Therapist has been assigned.

3.1.10. Provide feedback about products and services to TTA.

3.1.11. Access and view other secure information deemed important by TTA.

3.1.12. Access and take part in online forums for Therapists of TTA.

3.2. Contractors are also required to:

3.2.1. Respond promptly and appropriately to emails from our system for booking individual clients and to any other contact made by The Therapy Agency.

3.2.2. Ensure that on-line and stored details about Contractor and the services provided are kept complete and fully up-to-date.

3.2.3. Provide relevant feedback to The Therapy Agency, including letting TTA know as soon as possible of any problems or a client complaint.

3.2.4. Regularly access their private email account and the secure internet to check or confirm any placement.

4.1. In consideration of Consultant's satisfactory performance of the Services (as reasonably determined by TTA), TTA shall pay the Consultant the fees and expenses described in, and in accordance with, the Fee Schedule attached hereto as Exhibit B. Any invoice beyond the agreed sum will not be honoured.

4.2. The Consultant shall render [monthly] invoices to TTA in respect of the fees and expenses payable in accordance with Exhibit B and, where the Consultant is registered for VAT, any VAT payable shall be shown separately on such invoices. The amounts so invoiced shall be payable by TTA within 14 days of the date of receipt of invoice after payment is received from each client, and TTA shall not account to the Consultant for any fees or expenses save on receipt of such invoices.

4.3. The Consultant will not discuss with anyone details of their remuneration unless specifically given permission to do so by TTA.

4.4. TTA reserve the right to make adjustments to the remuneration from time to time, of which the Consultant will be informed prior to accepting any assignment. TTA also reserve the right to withhold any remuneration due, when there indicates to be a breech of this agreement, until such costs or losses can be recovered, and/or disciplinary action is taken.

4.5. TTA may add new or additional services from time to time, which require the payment of fees - either to TTA or a nominated third party - on terms which will be provided to the Consultant at the time.

4.6. TTA also reserve the right to introduce a fee for the use of part, or all, of TTA Service for which no fee had previously been charged.

4.7. Any leads, assignments, repeat business, or new clients gained as a result of work carried out on assignment by TTA, or working on behalf of TTA, are to be confirmed with TTA Service, to ensure suitable remuneration and Fees to all parties can be arranged. For repeat individual bookings, this repeat value is normally equivalent to around 15% of follow-up individual treatment costs. For other business, this is arranged as required in an additional agreement.

5. Your information

5.1. By submitting their details to TTA, the Consultant agrees for TTA to hold their personal information on TTA files and the web based Service and use them in such a way as to provide all elements of TTA Service, including the assignment of future vacancies and opportunities.

5.2. The Consultant has given agreement that after personal contact has been made with the new Client (or at another time deemed suitable by TTA), that the Consultant's personal contact information (selected by the Consultant) will be revealed to the Client in order to provide the Service.

6. Confidential Information

6.1. In connection with the Services and this Agreement, TTA may disclose (or may have previously disclosed) certain information to the Consultant concerning TTA and its affiliates', customers' and Clients' businesses and affairs that is confidential, proprietary, and/or trade secret information. Such information may include, but is not limited to, employee and customer information, business and financial summaries, statements and reports, current organisation charts, business plans, forecasts, strategies, policies, procedures, existing documentation, personally identifiable information, customer information or documentation, minutes, recommendations, budgets, business memoranda, copies of user manuals, and accounting, pricing, residual and financial information.

6.2. Any information recorded or gained in the process of any Treatment or Assignment on behalf of TTA, remains private and confidential, and shall not be disclosed or discussed with anyone outside of the Agency at any time, excepting information, including medical details, about clients where full authorisation by the Client concerned is given to do so (e.g. when contacting a client's GP or Healthcare Professional), where required by law, or in line with the Privacy Policy of TTA.

6.3. (All information disclosed by TTA, its affiliates, clients and advisors to Consultant, whether oral or written, whether disclosed before or after the entry into this Agreement, regarding TTA or its affiliates' or customers' business or affairs, in whatever form provided, is hereinafter referred to as "Confidential Information"). Such Confidential Information shall remain the sole property of TTA and shall be used and handled by Consultant in accordance with the terms of this Agreement.

6.4. Notwithstanding anything to the contrary herein, Consultant shall have no obligation to preserve the confidentiality of any Confidential Information that:

6.4.1. was already in its possession on a non-confidential basis prior to its receipt of such Confidential Information from TTA; or

6.4.2. is or becomes generally available to the public, other than as a result of an unauthorized disclosure; or

6.4.3. is received by Consultant from a third party who is rightfully in possession of such Confidential Information and who is free of any obligation concerning the use or disclosure of the Confidential Information.

7. Prohibition on Use and Disclosure of Confidential Information

7.1. Consultant shall:

7.1.1. restrict disclosure of the Confidential Information solely to those of Consultant's employees and agents disclosed in Exhibit A and who have a need to know such Confidential Information in connection with the Consultant's provision of services to TTA hereunder and shall not disclose the Confidential Information, either implicitly or explicitly, to any other party, corporation, affiliate, subsidiary, client, organization, governmental authority or person of any kind; and

7.1.2. advise employees and agents of Consultant who receive the Confidential Information of the obligations of confidentiality under this Agreement and obtain the agreement of such individuals to abide by the provisions of this Agreement regarding confidentiality; and

7.1.3. use, and require employees and agents of Consultant to use, at least the same degree of care to protect the Confidential Information as is used by any reasonable person to protect its own confidential and proprietary information, which degree of care shall in no event be less than holding the Confidential Information in strict confidence and subject to customary security restrictions.

7.2. Consultant agrees that it shall not use the Confidential Information, or any analysis or information it develops that contains, makes reference to or is based on any Confidential Information, for business advantage, promotion, instruction, advertising or any other purpose not expressly permitted herein without first securing the prior written approval of TTA.

7.3. Confidential Information furnished in written or other tangible form shall not be duplicated by Consultant except for the purpose of providing Services to TTA hereunder. Upon TTA's written request, Consultant shall return all Confidential Information reduced to writing, to TTA, including copies, reproductions, analysis or information otherwise containing Confidential Information, within five business days of such request. Consultant shall destroy any documents or other materials developed by Consultant containing Confidential Information within five business days of such request by TTA. Consultant shall certify to TTA in writing that it has been returned or destroyed, as applicable, all of the Confidential Information.

7.4. Consultant agrees that it shall not implicitly or explicitly announce or disclose to any other party, corporation, affiliate, subsidiary, organization, governmental authority, or person of any kind, the identity of TTA or its affiliates or any information regarding its discussions, relationship or possible transactions with or involving TTA.

7.5. In the event of any loss or unauthorized disclosure or use of any Confidential Information, Consultant shall notify TTA immediately and shall confirm in writing the extent and details of the loss or unauthorized disclosure or use of any Confidential Information.

8. Avoidance of Conflicts of Interest

8.1. Consultant agrees that while it is providing the Services, that its access to Confidential Information, Procedures, Policies, Design Ideas and relationship with TTA, may be incompatible with the entry into business relations by the Consultant with any person in competition with TTA (including any other person engaged in the business of providing complementary therapies, either directly or for vendors). Consultant confirms that it has no current business relationships or ongoing obligations which are incompatible with this Agreement and the performance of Services. Consultant confirms that, during the term of this Agreement and for a period of 3 years hence, Consultant will not use any commercial information gained directly or indirectly through TTA to form or to enter into business relationships with any person in direct competition with TTA, nor work or attempt to work with any client, individual or business gained whilst under direct contract (working with, for, or on behalf of TTA) for a minimum period of 3 years from ending their relationship with TTA, outside of any other written and signed agreement with TTA.

9. Representation

9.1. A Consultant shall not represent or purport to represent TTA or permit themselves to be so represented unless authorised so to do and in particular shall ensure that where they are representing another organisation or body that body is clearly identified.

9.2. A Consultant must not, and is not authorised by TTA to re-negotiate nor attempt to negotiate any existing contract, nor recognise, nor imply, any modification to the contract through extra conditions imposed, nor accept any additional implied conditions by the client. This applies both the business and consumer contracts while on or between assignments, unless their position explicitly indicates for the Contractor to do so.

10. Indemnification

10.1. Consultant agrees to indemnify and hold TTA and its affiliates harmless from (i) any and all costs, claims, expenses, penalties, damages, actions and liabilities (collectively, “Loss”) and (ii) any and all legal fees and expenses incurred or suffered in connection with any such Loss, as a result of, in connection with, or in any way arising:

10.1.1. from Consultant's negligence or misconduct in connection with the performance of the Services including the protection of Confidential Information;

10.1.2. from any injury or illness to the client, Consultant or third party caused or exacerbated whilst, or as a result of, providing any treatment;

10.1.3. from Consultant's breach of this Agreement;

10.1.4. in respect of any taxation or national insurance contributions referable to the fee or to any other payments to the Consultant under this Agreement.

11. Insurance

11.1. The Consultant shall at all times and at its expense procure and maintain appropriate insurance cover, including public liability, professional and other indemnity insurance fully protecting TTA against all or any loss or damage which may arise in connection with the provision of the Services.

11.2. The Consultant shall furnish or cause to be furnished to TTA satisfactory evidence of all insurance maintained by the Consultant, which insurance policy shall be provided to the satisfaction of TTA and placed with insurance companies of good repute.

11.3 The Consultant must not accept or carry out any work, on behalf of TTA, without valid insurance.

11.4 It remains the Consultant's responsibility to ensure that all insurance is maintained and kept up-to-date.

12. Relevance

12.1. TTA Service is intended to be used by its Users for the purposes referred to in this agreement. Accordingly, Consultant must not:

12.1.1. include an email address, postal address, phone number, the address of any website, full name, or any other personally identifiable information which is intended to facilitate direct communication, in any material which is posted or presented on TTA Service – Consultant, and the recipients of their emails, can only share this information, when the additional agreements have been made, after suitable communication to all parties;

12.1.2. place material on, or otherwise use, TTA Service for any business or commercial purpose beyond that provided in TTA's Role; or

12.1.3. use access to TTA Service, or information gathered from it, for the sending of unsolicited email (sometimes known as 'spam' or 'junk mail'), unsolicited postal mail, unsolicited telephone calls, or other unsolicited communications to any party.

13. Copyright and ownership of developments

13.1. The Consultant shall promptly disclose to TTA all copyright works or designs originated, conceived, written or made by Consultant alone or with others (except only those works originated, conceived, written or made by Consultant outside the normal working hours which are wholly unconnected with this engagement) and shall (to the extent that they do not automatically vest in TTA by operation of law) hold them on trust for TTA until such rights shall be fully and absolutely vested.

13.2. Consultant assigns to TTA by way of future assignment (to the extent not already vested in TTA by operation of law) all copyright, design right and other proprietary rights (if any) for their full terms throughout the world in respect of all copyright works or designs originated, conceived, written or made by Consultant alone or with others (except only those works originated, conceived, written or made by Consultant outside the normal working hours which are wholly unconnected with this engagement) during the period of this engagement by TTA.

13.3. Consultant irrevocably and unconditionally waives in favour of TTA any and all moral rights conferred by Chapter IV, Part I, Copyright Designs and Patents Act 1988 for any work in which copyright or design right is vested in TTA whether by virtue of the previous paragraph or otherwise.

13.4. Consultant shall, at the request and expense of TTA, do all things necessary or desirable to substantiate the rights of TTA under the previous two paragraphs.

13.5. The copyright of all documents, information, drawings, programs, artworks and photomasks supplied or available to Contractor hereunder by or on behalf of TTA are deemed to be the property of TTA.

13.6. For the avoidance of doubt, TTA shall have a non-exclusive royalty free licence to use and copy all copyright material contained in the information to be transferred to TTA by Consultant pursuant to this clause for all purposes throughout the world without limit of time.

13.7. By submitting any material to TTA Service beyond that noted as Confidential (including any text, photographs, graphics, video or audio) the Consultant agrees to grant TTA a perpetual, royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, and exercise all copyright and publicity rights with respect to the Consultant's contribution worldwide and/or to in business the Consultant's contribution in other works in any media now known or later developed for the full term of any rights that may exist in the Consultant's contribution, and in accordance with privacy restrictions set out in the Privacy Policy of TTA. By submitting any material the Consultant is representing that the Consultant is fully entitled to do so. If the Consultant does not want to grant to the TTA the rights set out above, please do not submit any material.

14. Entire Agreement/Survival

14.1. This Agreement constitutes part of the entire agreement between Consultant and TTA relating to the subject matter hereof, and supersedes all prior agreements relating thereto whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto. The obligations to protect the confidentiality of any item of Confidential Information received prior to the termination of this Agreement and the obligation to release and indemnify TTA hereunder shall survive any termination of this Agreement.

15. Changes to this Agreement

15.1. TTA reserves the right, at its discretion, to make changes to this Agreement arising from its policy of continued business development. The completion of any TTA assignments is with full understanding and acceptance of these terms current at the time of placement. For up-to-date information regarding such changes please ensure this page is current.

16. Invalidity/Assignment

16.1. If any provision of this Agreement shall be prohibited or invalid under any applicable law, such provision shall be ineffective only to the extent that such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Consultant may not assign its rights or delegate its obligations hereunder without the prior written consent of TTA.

17. No Waiver/Amendment

17.1. Any failure of TTA to require strict performance by Consultant, or any written waiver by TTA of any provision hereof, shall not constitute consent or waiver of any other breach of the same or of any other provision hereof. This Agreement may only be modified or amended by a separate writing executed by the parties expressly so modifying or amending this Agreement.

18. No Representations or Warranties

18.1. Consultant understands and agrees that neither TTA nor any of its affiliates, representatives or advisors have made or make any representation or warranty as to the accuracy or completeness of any Confidential Information. Consultant agrees that neither TTA nor any of its affiliates, representatives or advisors shall have any liability to the Consultant or any of the Consultant's employees, agents or representatives resulting from the authorised or unauthorised use of Confidential Information.

19. Security Regulations

19.1. Consultant agrees that it will comply with all security regulations and guidelines of TTA for the protection of Confidential Information that are communicated to Consultant.

20. Remedies

20.1. Consultant acknowledges that the remedies in law for the breach of its covenants, representations, and warranties contained in this Agreement are inadequate and Consultant consents to and agrees that TTA shall be entitled to injunctive relief for any breach of the confidentiality and other provisions under this Agreement. Nothing contained herein shall be construed as limiting TTA's right to any other legal or equitable remedies including the recovery of damages.

21. Consultant's Representations and Warranties

21.1. Consultant represents and warrants to TTA as follows:

21.1.1. Consultant is not currently bound under any confidentiality, non-competition or similar agreements that would prevent or restrict the Consultant from performing the Services hereunder;

21.1.2. No approval, consent or withholding of objections is or will be required from any governmental authority or instrumentality with respect to the entry into or performance by Consultant of this Agreement, except such as have already been obtained;

21.1.3. The entry into and performance by Consultant of this Agreement will not violate any judgment, order, law or regulation applicable to Consultant;

21.1.4. There are no suits or proceedings pending or threatened in court or before any regulatory commission, board or other administrative or governmental agency against or affecting Consultant that if adversely decided would have an adverse effect on the ability of Consultant to fulfil its obligations under this Agreement; and

21.1.5. Consultant's financial position as of the Effective Date of this Agreement is sufficient to enable to fulfil all of its obligations under this Agreement. In the event that there is any material adverse change in Consultant's financial condition that in Consultant's reasonable judgment creates doubt as to Consultant's ability to fulfil its obligations under this Agreement, it shall immediately so notify TTA.

21.2. All of Consultant's covenants, representations and warranties contained in this Agreement are conditions and shall continue in force and effect without time limit.

22. Breech of this Agreement

22.1. Any breech of this Agreement may result in any remuneration due being withheld, and action to recover any costs or losses may be instigated.

23. Third party intellectual property rights

23.1. Each party undertakes and agrees to compensate the other for any expense, damage or loss suffered as a result of any claims or proceedings against the other regarding patents, copyright or any other intellectual property rights owned by a third party, resulting from the use of any documentation or information supplied by that party hereunder to the other.

23.2. Contractor undertakes and agrees to compensate TTA for any expense, damage or loss suffered as a result of any claim or proceedings against TTA regarding patents, copyright or any other intellectual property rights owned by a third party, resulting from the use or sale of the produced by the Contractor hereunder, or by the exercise in any manner whatsoever of the rights enjoyed by TTA under this Agreement.

24. Interpretation

24.1. In this Agreement words in singular shall include plural and vice versa and words in one gender shall include all other gender.

25. Choice of Law

25.1. This Agreement shall be governed in accordance with the laws in force in England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England.

Exhibit A – Services:

Term:

From The Date of Your Original Application – to One Year from the Date of Application
at which point Your position will be reviewed and may be renewed without obligation by TTA.

Person Performing Services:

The Registered Therapist

Description of Services:

Complementary Therapies and other Services recognised and registered by TTA

Exhibit B – Fee Schedule:

Fees:

Price as agreed at the time of booking, or in advance of any booking.

Expenses:

TTA shall reimburse Consultant for its out-of-pocket expenses paid to third parties (e.g. not employees of Consultant or other persons related to Consultant) provided TTA has approved such expense in advance in writing and Consultant has provided evidence of the expenses incurred.